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HomeMy WebLinkAboutPrudential Securities, Inc. Purchase Contract -1992 09 28 - ~'" .' I . E#IJ . . CITY OF WINTER SPRINGS, FLORIDA WATER AND SEWER REFUNDING REVENUE BONDS SERIES 1992 Purchase Contract September 28, 1992 The Honorable Mayor and City Commission CITY OF WINTER SPRINGS 1126 East S.R. 434 Winter Springs, Florida 32708 Dear Mayor and City Commissioners: Prudential Securities, Inc., Gardnyr Michael Capital, Inc., A.G. Edwards & Sons, Inc., WilliamR. Hough & Co., Inc., Leedy Corporation and Harcourt Ryder Capital, Inc. (the "Underwriters"), offer to enter into the following agreement with you, the City of Winter Springs, Florida (the "City"), which, upon your acceptance, will be binding upon you and upon the Underwriters. This offer is made subject to your acceptance on or before September 28, 1992, 11:00 p.m. local time, on the date hereof, and if not so accepted, will be subject to withdrawal by the Underwriters upon notice to the City at any time prior to the acceptance hereof by you. 1. Purchase and Sale. Upon the terms and conditions and upon the basis of the representation and agreements set forth herein, the Underwriters hereby agree to purchase from the City for offering to the public and the City hereby agrees to sell and deliver to the Underwriters for such purpose, all (but not less than all) of the City's $16,015,000 aggregate principal amount of Water and Sewer Refunding Revenue Bonds, Series 1992 (the "Bonds"). The Bonds are described on Exhibit A to this Purchase Contract with respect to their date, interest rates, payment dates, maturities, and redemption, if applicable. The aggregate purchase price of the Bonds shall be $15,914,906.25 less an original issue discount of$ 181 ,684.45 for a net aggregate purchase price of$15,733,221.80 plus accrued interest from October I, 1992 to the date of Closing (as hereinafter defined). The Bonds shall initially be offered to the public at the prices (including discounts, if any) indicated on the cover of the hereinafter described Official Statement; provided, however, that the Underwriters may offer to sell the Bonds to certain dealers and others at prices lower than tbose indicated on the cover of such Official Statement. The Bonds shall be issued pursuant to the Constitution and Laws of the State of Florida, including particularly Chapter 166, Part II, Florida Statutes, and other applicable provisions of law (the" Act"), and pursuant to a resolution duly adopted by the City Commission of the City on April 29 , 1991 as supplemented and specifically as supplemented by a resolution adopted on September 28, 1992, as supplemented (the "Resolution"). The City acknowledges receipt of the disclosure statement required by Section 218.385(4), Florida Statutes, as amended, in the form attached hereto as Exhibit B. 2. Offerin!!. It shall be a condition of your obligation to sell and deliver the Bonds to the Underwriters, and the obligation of the Underwriters to purchase and accept delivery of the Bonds, that the entire aggregate principal amount of the Bonds shall be sold and delivered by you and accepted and paid for by the Underwriters at the Closing. 1 -~;7'~""';"-""'''--"' -,~..---_.~.-,..'-,.._~.....,-, .. . e e 3. Official Statement. With your acceptance hereof, you will deliver to the Underwriters at or prior to closing a sufficient number of copies of an official statement (which term as used herein shall include the cover page, the summary statement and appendices contained therein), dated as of or after the date hereof but prior to closing (the "Official Statement"), executed on your behalf as indicated therein, and you hereby authorize the use of the Official Statement, as the same may be modified, amended or supplemented upon mutual agreement of the City and the Underwriters, and the information therein contained, by the Underwriters in connection with the offering, sale and distribution of the Bonds by the Underwriters. As of its date, the Preliminary Official Statement attached hereto as Exhibit C was "deemed final" by the City for purposes of SEC Rule 15c2-12(b)(1). It is subject to revision, amendment and completion in the final Official Statement. The City shall deliver to the Underwriters the final Official Statement within seven business days of the date hereof and in sufficient time to accompany any written confirmation of sale that requests payment from any customer. 4. Use of Documents. You hereby authorize the use by the Underwriters of (a) the Resolution, (b) the Official Statement (including any supplements or amendments thereto), (c) this Purchase Contract and (d) the Escrow Deposit Agreement, dated as of the date of closing between the City and Nations Bank of Florida, N .A., Fort Lauderdale, Florida (the "Bank"), as escrow agent. 5. Good Faith Check. Delivered to the City immediately prior to the execution of this Purchase Contract by the City, is a check of the Underwriters in the amount of $160,000 made payable to the City ("Good Faith Check") for the performance by the Underwriters of its obligation to accept delivery of and pay for the Bonds on the Closing Date in accordance with the provisions of this Purchase Contract. If this offer is accepted by the City, the Good Faith Check shall be held uncashed by the City. There shall be no interest due the Underwriters during the time said Good Faith Check shall be held by the City. The City shall return the Good Faith Check to the Underwriters once the Underwriters have performed their obligation to accept and pay for the Bonds on the Closing @ate in accordance with this Purchase Contract. Upon the City's failure to deliver the Bonds on the Closing late, or if the conditions to the obligations of the Underwriters contained in this Purchase Contract shall be unsatisfied (unless waived by the Underwriters), or if such obligations shall be terminated for any reason permitted by this Purchase Contract, the City shall immediately return the Good Faith Check to the Underwriters. Upon the return of such Good Faith Check to the Underwriters all claims and rights the Underwriters may have against the City in connection with this Purchase Contract shall be fully released and discharged. In the event that the Underwriters fail (other than for a reason permitted under this Purchase Contract) to accept delivery of and pay for the Bonds on the Closing Date, such Good Faith Check shall be retained and cashed by the City and shall constitute full liquidated damages and not a penalty for such failure and for any and all defaults hereunder on the part of the Underwriters, and shall constitute full release and discharge of all claims and rights hereunder of the City against the Underwriters. Except as set forth in Section 9 hereof, no party hereto shall have any further rights against any other hereunder. After the closing, the Underwriters shall promptly notify the City of the "end of the underwriting period" (as defined in Section 6(a) of this Purchase Contract) and of the filing of the Official Statement with "nationally recognized municipal securities information repository" (as defined in Section 6(a) of this Purchase Contract). 6. Representations and Al!reements. The City hereby represents and agrees as follows: (a) if between the date of this Purchase Contract and the earlier of (i) ninety (90) days from the "end of the underwriting period" or (ii) the time when the Official Statement is available to any person from a "nationally recognized municipal securities information repository", but in no case for less than twenty-five (25) days following the "end of the underwriting period", an event occurs affecting the City or any transaction contemplated by this Purchase Contract, the Resolution or the Official Statement that could cause the Official Statement to contain an untrue statement of a material fact or to omit to state a material fact that should be included therein for the purposes for which the Official Statement is used or that is necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the City shall notify the Underwriters, and, if in the opinion of the City or the Underwriters such event requires an amendment or supplement to the Official Statement, the City will change, amend or supplement the Official Statement so as to . . e e correct the foregoing in a form and in a manner acceptable to the Underwriters and at the reasonable expense of the Underwriters; provided, however, if such event shall occur on or prior to the Closing Date, the Underwriters in their sole discretion shall have the right to terminate their obligation hereunder by written notice to the City, and the Underwriters shall be under no obligation to purchase and pay for the Bonds. Each such amendment or supplement to the Official Statement shall also be filed by the City with each "nationally recognized municipal securities information repository" with which the Official Statement has been filed. The term "end of the underwriting period" means the later of such time as (i) the City delivers the Bonds to the Underwriters or (ii) the Underwriters do not retain, directly or as a member of an underwriting syndicate, an unsold balance of the Bonds for sale to the public. The term "nationally recognized municipal securities information repository" means any organization recognized and designated as such by the Securities and Exchange Commission; (b) at the time of your delivery to the Underwriters of the Official Statement and at the time of Closing, the statements and information contained in the Official Statement will be true, correct and complete in all material respects and the Official Statement will not omit any statement or information which should be included therein for which the Official Statement is to be used or which is necessary to make the statements or information contained therein, in light of the circumstances under which they were made, not misleading; (c) between the date of this Purchase Contract and the time of Closing, the City will not execute any bonds, notes or obligations for borrowed money, payable from the Net Revenues (as hereinafter defined), other than the Bonds, without giving prior written notice thereof to the Underwriters; (d) the City is, and will be at the date of Closing, duly organized and validly existing as a municipal corporation under the Constitution and laws of the State of Florida, with the powers and authority set forth in the Act; (e) the City has full legal right, power and authority to: (i) enter into this Purchase Contract, (ii) adopt the Resolution, (iii) sell, issue and deliver the Bonds to the Underwriters as provided herein, and (iv) carry out and consummate the transactions contemplated by this Purchase Contract, the Resolution, the Escrow Deposit Agreement and the Official Statement, and the City has complied, and at the Closing will be in compliance, in all material respects with the terms of the Act and with the obligations on its part in connection with the issuance of the Bonds contained in the Resolution, the Bonds, the Purchase Contract and the Escrow Deposit Agreement; (t) by all necessary official action, the City has duly adopted the Resolution, has duly authorized and approved the Official Statement, has duly authorized and approved the execution and delivery and the performance by the City of this Purchase Contract and the performance all other obligations on its part in connection with the issuance of the Bonds and the consummation by it of all other transactions contemplated by this Purchase Contract in connection with the issuance of the Bonds; and upon delivery of the Bonds, the Resolution will constitute a legal, valid and binding obligation of the City, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity; (g) when delivered to and paid for by the Underwriters at the Closing in accordance with the provisions of this Purchase Contract, the Bonds will have been duly authorized, executed, issued and delivered and will constitute valid and binding special obligations of the City in conformity with the Act and the Resolution, and shall be entitled to the benefits of the Resolution, including a first lien upon and pledge of the Net Revenues of the City's Water and Sewer System, as defined in the Resolution and described in the Official Statement (the "Net Revenues"), which lien on the Net Revenues is on a parity with the lien thereon of the City's Water and Sewer Refunding Revenue Bonds, Series 1991 ( the "Parity Bonds") subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and subject, as to enforceability, to general principals of equity; 3 e e (h) as of the date thereof the Official Statement will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (i) the adoption of the Resolution and the authorization, execution and delivery of this Purchase Contract, the Escrow Deposit Agreement and the Bonds, and compliance with the provisions hereof and thereof, does not and will not conflict with, or constitute a breach of or default under, any law, administrative regulation, consent decree, ordinance, resolution or any agreement or other instrument to which the City was or is subject, as the case may be, nor will such enactment, adoption, execution, delivery, authorization or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the City or under the terms of any law, administrative regulation, ordinance, resolution or instrument, except as expressly provided by the Resolution; (j) at the time of Closing, the City will be in compliance in all material respects with the covenants and agreements contained in the Resolution and no event of default and no event which, with the lapse of time or giving of notice, or both, would constitute an event of default under the Resolution will have occurred or be continuing; (k) at the time of Closing, all approvals, consents, authorizations and orders of any governmental authority or agency having jurisdiction in any matter which would constitute a condition precedent to the performance by the City of its obligations under this Purchase Contract, the Escrow Deposit Agreement and the Resolution shall have been obtained and shall be in full force and effect; (1) except as disclosed in the Official Statement, to the best knowledge of the City, as of the date hereof, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, pending or threatened against the City, affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds or the collection of the Net Revenues or the pledge of and first lien on the Net Revenues, on a parity with the lien thereon of the Parity Bonds or contesting or affecting as to the City the validity or enforceability of the Act in any respect relating to authorization for the issuance of the Bonds, the Resolution, the Escrow Deposit Agreement or this Purchase Contract, or contesting the exclusion from gross income for federal income tax purposes of interest on the Bonds, or contesting the completeness or accuracy of the Official Statement or any supplement or amendment thereto, or contesting the powers of the City or any authority for the issuance of the Bonds, the adoption of the Resolution, or the execution and delivery by the City of this Purchase Contract or the Escrow Deposit Agreement; and (m) the City will furnish such information, execute such instruments and take such other action in cooperation with the Underwriters as the Underwriters may reasonably request in order to (i) qualify the Bonds for offer and sale under the "blue sky" or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriters may designate, and (ii) determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualifications in effect so long as required for the distribution of the Bonds; provided, however, that the City shall not be required to execute a general or special consent to service of process or qualify to do business in connection with any such qualification or determination in any jurisdiction; and (n) the City is not now in default, nor has the City been in default at any time after December 31, 1975, with respect to the payment of the principal of or interest on any obligation issued by the City except as described in the Official Statement. 4 e - 7. Closing. At 12:00 noon local time on October 20, 1992 or at such time on such earlier or later date as shall be agreed upon (the "Closing Date"), you will deliver to the Underwriters at the location to be agreed upon by you and the Underwriters in New York, NewY ork, the Bonds in permanent form (all Bonds being printed or lithographed on steel engraved borders), duly executed, together with the other documents herein mentioned; and the Underwriters will accept such delivery and pay at such location as may be agreed upon by you and the Underwriters the purchase price of the Bonds as set forth in Section 1 hereof, plus accrued interest, if applicable, by immediately available funds, payable to the order of the City. The Bonds shall be made available to the Underwriters 24 hours before the Closing for purposes of inspecting and packaging. The Bonds shall be prepared and delivered as fully registered bonds and shall be of the terms and tenor described in the Official Statement. 8. Closinl! Conditions. The Underwriters have entered into this Purchase Contract in reliance upon the representations and agreements of the City herein contained and the performance by the City of its obligations hereunder, both as of the date hereof and as of the time of Closing. The obligations of the Underwriters under this Purchase Contract are and shall be subject, in the discretion of the Underwriters, to the following conditions: (a) the representations, warranties and agreements of the City contained herein shall be true and correct and complied with as of the date hereof and as of the date of the Closing, as if made on the date of the Closing; (b) at the time of the Closing, the Resolution shall be in full force and effect in accordance with its terms and shall not have been amended, modified or supplemented, and the Official Statement shall not have been supplemented or amended, except in any such case as may have been agreed to by the Underwriters; (c) at the time of the Closing, all official action of the City relating to this Purchase Contract, the Resolution, the Bonds and the Escrow Deposit Agreement shall be in full force and effect in accordance with their respective terms and shall not have been amended, modified or supplemented in any material respect, except in each case as may have been agreed to by the Underwriters, and at or prior to the Closing, the City will take all necessary action to provide for the defeasance of the obligations imposed by its Water and Sewer Rrf...tiIl8 Revenue Bonds, Series 1990 (the "Refunded Obligations"); (d) the Underwriters shall have the right to cancel the agreement contained herein to purchase, to accept delivery of and to pay for the Bonds by notifying you in writing of their intention to do so if between the date hereof and the closing: (i) legislation shall have been enacted by the Congress of the United States, or enacted by the Legislature of the State of Florida, or recommended to the Congress for passage by the President of the United States, or proposed for passage by the Legislature of the State of Florida or favorably reported for passage to either House of Congress of the United States or of the Legislature of the State of Florida, by any Committee of such House, or passed by either House of Congress of the United States or of the Legislature of the State of Florida, or a decision shall have been rendered by a court of the United States or the United States Tax Court or by a court of the State of Florida, or a ruling shall have been made or a regulation shall have been proposed or made by the Treasury Department of the United States or the Internal Revenue Service, with respect to the interest on the Bonds or permitting the imposition of Florida state or local taxation of interest received on obligations of the general character of the Bonds, which, in the opinion of Honigman Miller Schwartz and Cohn ("Bond Counsel") has, or will have, the effect of making such interest includable in gross income for federal income tax purposes, or; (ii) between the date hereof and the Closing, legislation shall be enacted or any action shall be taken by the Securities and Exchange Commission which, in the opinion of the 5 e - (ii) between the date hereof and the Closing, legislation shall be enacted or any action shall be taken by the Securities and Exchange Commission which, in the opinion of the Underwriters, has the effect of requiring the contemplated issuance and distribution of the Bonds to be registered under the Securities Act of 1933, as amended, or the Resolution to be qualified as an indenture under the Trust Indenture Act of 1939, as amended, or; (iii) an event described in paragraph (a) of Section 6 hereof shall have occurred prior to Closing which requires an amendment or supplement to the Official Statement and which, in the reasonable opinion of the Underwriters, adversely affects the marketability of the Bonds or the market price thereof, or; (iv) in the reasonable opinion of the Underwriters, payment for and delivery of the Bonds is rendered impracticable or inadvisable because (A) trading in securities generally shall have been suspended on the New York Stock Exchange, Inc., or (B) a general banking moratorium shall have been established by Federal, New York or Florida authorities, or (C) a war involving the United States shall have been declared or shall have been commenced in fact, or other national calamity shall have occurred, or (D) any rating of the Bonds shall be withdrawn or downgraded by Standard and Poor's Corporation, or Moody's Investors Service, Inc. or; (v) an order, decree or injunction of any court of competent jurisdiction, or any order, ruling, regulation or administrative proceeding by any governmental body or board, shall have been issued or commenced, or any legislation enacted, with the purpose or effect of prohibiting the issuance, offering or sale of the Bonds as contemplated hereby or by the Official Statement or prohibiting the adoption or performance of the Resolution, or; (vi) the City has, without the prior written consent of the Underwriters, offered or issued any bonds, notes or other obligations for borrowed money, or incurred any material liabilities, direct or contingent, other than as described in the Official Statement, in either case payable from the Net Revenues, or there has been an adverse change of a material nature in the financial position, results of operations or condition, financial or otherwise, of the City or its System (as defined in the Resolution) other than in the ordinary course of its business, or there has been any development effecting the market acceptance of the Bonds for any reason which, in the reasonable opinion of the Underwriters, materially impairs the investment quality of the Bonds or the ability of the Underwriters to market the Bonds, or; (vii) Municipal Bond Investors Assurance Corporation (the "Insurer") shall inform the City or the Underwriters that it will not issue to the City an insurance policy (the "Policy") in substantially the form set forth in Appendix C to the Official Statement guaranteeing the payment of the principal of and interest on the Bonds upon the terms described in the Official Statement. (e) at or prior to the date of the Closing, the Underwriters shall receive the following documents: (i) the Official Statement, as printed, and each supplement, amendment or modification, if any, thereto, executed on behalf of the City by the Mayor of the City and the City Clerk; (ii) the Resolution certified by the City Clerk under seal as having been duly adopted by the City and as being in effect, with such supplements, modifications or amendments as may have been agreed to by the Underwriters; 6 -------:-:~rr:-," e - (iii) a final approving opinion of Bond Counsel, addressed to you, dated the date of the Closing, in substantially the form included in the Official Statement as Appendix E. (iv) a letter of Bond Counsel, addressed to the Undetwriters and dated the date of Closing, to the effect that their final approving opinion referred to in Section 8(e)(iii) hereof may be relied upon by the Underwriters to the same extent as if such opinion were addressed to the Underwriters; (v) an opinion of Bond Counsel, addressed to you and the Underwriters, and dated the date of Closing, substantially to the effect that, (A) the information set forth in the Official Statement under the headings, "The Refunding Program", "Security of the Series 1992 Bonds", "Additional Parity Obligations", "Description of the Series 1992 Bonds", "Tax Exemption", "Legal Opinion", "Appendix D - A Resolution Authorizing the Issuance of the Series 1992 Bonds", insofar as such information purports to be the descriptions or summaries of the Resolution, the Bonds, the Act, the Constitution and laws of the State of Florida, and Federal tax law, presents a fair summary as to the matters set forth or documents referred to therein and (B) the Bonds are exempt from registration under the Securities Act of 1933, as amended, and the Resolution is exempt from qualification as an indenture under the Trust Indenture Act of 1939, as amended; (vi) an opinion of Honigman Miller Schwartz and Cohn, Attorneys for the City, addressed to you and the Underwriters and dated the date of the Closing, substantially to the effect that, (A) the City is a municipal corporation under the Constitution and laws of the State of Florida, duly organized and validly existing and has full legal right, power and authority to adopt and perform its obligations under the Resolution, to authorize and issue the Bonds and to authorize, execute and deliver and to perform its obligations under this Purchase Contract & the Escrow Deposit Agreement, (B) the City has duly adopted the Resolution, and h;':':':duly authorized, executed and delivered this Purchase Contract, the Escrow Deposit Agreement and assuming the due authorization, execution and delivery of this Purchase Contract and the Escrow Deposit Agreement by the other parties thereto, such instruments constitute legal, binding and valid obligations of the City, enforceable in accordance with their respective terms; provided, however, the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity, (C) the City owns and is fully empowered to operate the Water and Sewer System as defined and described in the Official Statement, (D) with respect to the information in the Official Statement and based upon their participation in the preparation of the Official Statement as Attorneys for the City and without having undertaken to determine independently the accuracy or completeness of the contents of the Official Statement, they have no reason to believe that the Official Statement (except for the financial and statistical data contained therein, as to which no view need be expressed) contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, (E) the Official Statement has been duly authorized, executed and delivered by the City, and the City has consented to the use thereof by the U ndetwriters, (F) the adoption of the Resolution and the authorization, execution and delivery of this Purchase Contract, the Escrow Deposit Agreement and the Bonds, and compliance with the provisions hereof and thereof, will not conflict with, or constitute a breach of or default under, any law, administrative regulation, court decree, ordinance, resolution or any agreement or other instrument to which the City was or is subject, as the case may be, nor will such enactment, adoption, execution, delivery, authorization or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the City, or under the term of any law, administrative regulation, ordinance, resolution or 7 e - instrument, except as expressly provided in the Resolution, (0) all approvals, consents, authorizations and orders of any governmental authority or agency having jurisdiction in any matter which would constitute a condition precedent to the performance by the City of its obligations under this Purchase Contract, the Escrow Deposit Agreement and the Resolution have been obtained and are in full force and effect, (H) the City is lawfully empowered under the Act and the Constitution and laws of the State of Florida to pledge, and grant a first lien on the Net Revenues as security for the Bonds on a parity with the lien thereon of the Parity Bonds to the extent provided in the Resolution and (I) except as disclosed in the Official Statement, to the best of his knowledge, as of the date of such opinion, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, pending or threatened against the City, affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds or the collection of the Net Revenues on a parity with the lien thereon of the Parity Bonds, or the pledge of and first lien on the Net Revenues, or contesting or affecting as to the City the validity or enforceability of the Act in any respect relating to authorization for the issuance of the Bonds, the Resolution or this Purchase Contract, Escrow Deposit Agreement or contesting the exclusion from gross income for federal income tax purposes of interest on the Bonds, or contesting the completeness or accuracy of the Official Statement or any supplement or amendment thereto, or contesting the powers of the City for the issuance of the Bonds, the adoption of the Resolution, or the execution and delivery by the City of this Purchase Contract, the Escrow Deposit Agreement or the organization or existence of the City or the title to office of the officers thereof; (vii) a certificate, dated the date of the closing, which shall be true and correct at the time of Closing, signed by the Mayor of the City and the City Clerk, or such other official satisfactory to the Underwriters, and in form and substance satisfactory to the Underwriters, to the effect that, (A) the representations and agreements of the City contained herein are true and correct to the best of their knowledge and belief in all material respects and are complied with as of the time of Closing, (B) to the best of their knowledge the Official Statement did not as of its date, and does not as of the date of Closing, contain any untrue statement of a material fact or omit to state a material fact which should be included therein for the purposes for which the Official Statement is to be used, or which is necessary in order to make the statements contained therein, in light of the circumstances in which they were made, not misleading and (C) except as disclosed in the Official Statement, no litigation or other proceedings are pending or, to the best of their knowledge, threatened in any court or other tribunal of competent jurisdiction, state or federal, in any way (i) restraining or enjoining the issuance, sale or delivery of any of the Bonds, or (ii) questioning or affecting the validity of this Purchase Contract, the Bonds, the Resolution, the Escrow Deposit Agreement or the pledge by the City to the Bondholders of any moneys or other security provided under the Resolution, or (iii) questioning or affecting the organization or existence of the City or the title to office of the officers thereof; (viii) a certificate of the City executed by the Mayor of the City, in form and substance acceptable to Bond Counsel, dated as of the date of Closing, setting forth facts, estimates and circumstances concerning the use or application of the Bond proceeds, and stating in effect that on the basis of such facts, estimates and circumstances in existence as of the date of the Closing, it is not expected that the proceeds of the Bonds will be used in a manner that would cause such Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, and the regulations prescribed thereunder (collectively, the "Code"); (ix) evidence, satisfactory to the Underwriters to the effect that payment for the Policy of the Insurer has been made by the City and received by the Insurer, that the Insurer has received all documents that is has deemed necessary to review and that such Policy is in full force and effect; 8 -,---- e e (x) a certificate of the Insurer, dated the date of Closing in form and substance satisfactory to the Underwriters, to the effect that (A) the Insurer is duly qualified to do business in the State of Florida, (B) the Insurer has full corporate power and authority to execute and deliver the Policy and that they have been duly authorized, executed and delivered by the Insurer and constitutes legal, valid and binding obligations of the Insurer enforceable in accordance with their terms, (C) the statements contained in the Official Statement under the headings "Municipal Bond Insurance," insofar as such statements constitute summaries of the matters referred to therein, are true and accurately reflect the information proposed to be shown and, insofar as such statements purport to describe the Insurer, are true and accurately describe the Insurer, and (D) the Insurer is not now in default, nor has the Insurer been in default at any time after December 31, 1975 with respect to the payment of principal of or interest on any obligation guaranteed by the Insurer; (xi) a letter of Moody's Investors Service, Inc. to the effect that the Bonds have been assigned a rating no less favorable than Aaa, and a letter of Standard & Poor's Corporation to the effect that the Bonds have been assigned a rating no less favorable than AAA, which ratings assume the issuance of the Policy by the Insurer and shall be in effect as of the date of Closing; (xii) a certificate, dated the date of Closing, signed by a duly authorized officer of the Bank, substantially to the effect that (A) the Bank is duly incorporated and validly existing in good standing under the laws of the United States as a bank, with full power and authority (corporate and other) to conduct its business and affairs as escrow agent, (B) the Bank has full right, power and authority to enter into the Escrow Deposit Agreement and to perform its obligations under, and carry out and consummate all of the transactions contemplated by the Escrow Deposit Agreement, (C) the Escrow Deposit Agreement has been duly authorized, executed and delivered by the Bank, and assuming the due authorization, execution and delivery by the City of such instrument, the Escrow Deposit Agreement constitutes a legal, valid and binding obligation of the Bank enforceable in accordance with its terms, and (D) the execution and delivery by the Bank of the Escrow Deposit Agreement is not, and the performance of its obligations thereunder will not be, inconsistent with its charter or bylaws, does not and will not contravene any law, governmental rule or regulation, judgment or order applicable to it, and does not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument to which it is a party or by which it is bound or require the consent or approval of, the giving of notice to, the registration with or the taking of any action in respect of or by, any governmental authority or agency of the United States or the State of Florida, or any subdivision or agency thereof, except such as have been obtained, given or accomplished; (xiii) a letter from Coopers & Lybrand, independent accountants, addressed to the Underwriters and dated the date of Closing, in the form acceptable to the Underwriters; (xiv) a report dated the date of the Closing from Coopers & Lybrand, independent accountants, verifying the accuracy of (A) the mathematical computations of the adequacy of the maturing principal amounts and interest of the United States government obligations deposited pursuant to the Escrow Deposit Agreement to pay, when due, the principal of and interest and redemption premium on the Refunded Bonds, (B) schedules furnished to such firm showing the outstanding principal amount, interest rates and redemption provisions of the Refunded Obligations (such schedules to be verified by review of the original source documents), and (C) the mathemati- cal computations supporting the conclusion that the Bonds are not "arbitrage bonds" under Section 103(b)(2) and 148 of the Internal Revenue Code of 1986, as amended, and the regulations prescribed or proposed thereunder; 9 e e (xv) such additional legal opinions including an Opinion of Counsel to the Bank, certificates, instruments and other documents as the Underwriter may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the date of the Closing, of the City's representations and agreements contained herein and of the statements and information contained in the Official Statement and the due performance or satisfaction by the City on or prior to the date of Closing of all the agreements then to be performed and conditions then to be satisfied by it. The City confirms that it has previously provided the Underwriters with copies of its Preliminary Official Statement relating to the Bonds and hereby ratifies the distribution of the Preliminary Official Statement to prospective purchasers and investors by the Underwriters prior to the date of this Purchase Contract. If the City shall be unable to satisfy the conditions to the obligations of the Underwriters to purchase, to accept delivery of and to pay for the Bonds contained in this Purchase Contract and the Underwriters do not waive such inability in writing, or if the obligations of the Underwriters to purchase, to accept delivery of and to pay for the Bonds shall be terminated for any reason permitted by this Purchase Contract, this Purchase Contract shall terminate and neither the Underwriters nor the City shall be under any further obligation hereunder, except that the respective obligations of the City and the Underwriters set forth in Section 9 hereof shall continue in full force and effect. 9. Expenses. The City shall payor cause to be paid from the proceeds of the Bonds or other non-ad valorem funds available to it the expenses incident to the performance of its obligations hereunder including but not limited to (a) the attorneys' fees and disbursements of Honigman, Miller, Schwartz and Cohn, Attorneys for the City and Bond Counsel, (b) the fee of the financial advisor, (c) the fees of independent certified public accountants or other consultants, (d) the fees of the consulting engineer, (e) the fees of the Bank, (t) the municipal bond insurance premium, (g) the verification agent's fees, (h) the costs and fees of the rating agencies, (i) the cost of printing a sufficient number of Official Statements, (j) the cost of preparing and delivering definitive Bonds containing reproductions of the legal opinion, and (k) any other similar expenses not specifically enumerated in this section incurred in connection with the issuance of the Bonds. The Underwriters shall pay all other expenses incurred by the Underwriters in connection with the public offering of the Bonds. If the City shall be unable to satisfy the conditions contained in this Purchase Contract, or if the obligations of the Underwriters shall be terminated for any reason permitted by the Purchase Contract, each party shall be responsible for its expenses or expenses paid on its behalf as set forth in the preceding paragraph. 10. Notices. Any notice or other communication to be given to you under this Purchase Contract may be given by mailing the same to the Mayor of the City of Winter Spring, 1126 East S.R. 434, Winter Springs, Florida 32708 and any such notice or other communication to be given to the Underwriters may be mailed to Prudential Securities, Inc., 5355 Town Center Road, Suite 1100, Boca Raton, Florida 33486. 11. Parties in Interest. This Purchase Contract is made solely for the benefit of the City and the .Underwriters and no other party or person shall acquire or have any right hereunder or by virtue hereof. All representations and agreements in this Purchase Contract shall remain operative and in full force and effect and shall survive the delivery of the Bonds. 12. Waiver. Notwithstanding any other provision herein to the contrary, the performance of any and all obligations of the City hereunder and the performance of any and all conditions contained herein for the benefit of the Underwriters may be waived by the Underwriters, in their sole discretion, and the approval of the Underwriters when required hereunder or the determination of their satisfaction as to any document referred to herein shall be in writing, signed by appropriate officer or officers of the Underwriters and delivered to you. 10 e e 13. No Liabilitv. Neither the City Commission of the City, nor any of the members thereof, nor any officer, agent or employee thereof, shall be charged personally by the Underwriters with any liability, or held liable to the Underwriters under any term or provision of this Purchase Contract because of their execution or attempted execution, or because of any breach or attempted or alleged breach thereof. 14. Governinl! Law. This Purchase Contract, and the terms and conditions herein, shall constitute the full and complete agreement between the City and the Underwriters with respect to the purchase and sale of the Bonds. This Purchase Contract shall be governed by and construed in accordance with the laws of the State of Florida. Very truly yours, PRUDENTIAL SECURITIES, INC. B~~~Q~ Director (SEAL) day of _ 1992. C Attest: 11 .-J..-r~----- e e EXHIBIT A TERMS OF TIlE BONDS Maturitv Schedule The Series 1992 Bonds shall be dated as of October 1, 1992; shall be issued in fully registered form; shall bear interest payable on October 1 and April 1, of each year; and shall be in the denomination of $5,000 and integral multiples thereof. Principal Interest Price or Maturitv Amount Rate l%l Yield l%l 04/01/96 $ 315,000.00 4.400 100.000 04/01/97 330,000.00 4.550 100.000 04/01/98 345,000.00 4.800 100.000 04/01/99 360,000.00 5.000 100.000 04/01/00 375,000.00 5.200 100.000 04/01/01 395,000.00 5.300 100.000 04/01/02 420,000.00 5.400 100.000 04/01/03 440,000.00 5.400 5.50 04/01/04 465,000.00 5.500 5.60 04/01/05 490,000.00 5.650 5.75 04/01/06 520,000.00 5.800 5.90 04/01/07 545,000.00 5.900 6.00 04/01/08 580,000.00 6.000 6.05 04/01/12 2,690,000.00 6.100 6.20 04/01/20 7.745.000.00 6.125 6.25 Total 516.015.000.00 A-I . e Optional Redemotion The Series 1992 Bonds maturing after April 1, 2002 will be subject to optional redemption by the City prior to maturity in whole at any time or in part on any interest payment date on or after April I, 2002 (less than all of a single maturity to be selected by lot by the City in such manner as the City may deem appropriate), at a redemption price (expressed as a percentage of principal amount) as set forth in the table below, together with accrued interest to the redemption date: Redemption Periods (Both Dates Inclusive) Redemption Price April I, 2002 to March 31, 2003 April I, 2003 to March 31, 2004 April I, 2004 and thereafter 102% 101% 100% Mandatory Redemotion The Series 1992 Bonds maturing on April 1, 2012 and April 1, 2020 (the "Term Bonds") are subject to mandatory redemption prior to maturity on April 1, 2009, and April 1, 2013 respectively, and on each April 1 thereafter, by operation of the Redemption Account in the Debt Service Fund at 100% of the principal amount of such Series 1992 Bonds so to be redeemed plus accrued interest, if any, to the redemption date in the years and amounts set forth below: Tenn Bonds Due April 1, 2012 Aorill 2009 2010 2011 2012 Amount $615,000.00 650,000.00 690,000.00 735,000.00 Tenn Bonds Due April 1, 2020 Aoril 2013 2014 2015 2016 2017 2018 2019 2020 Amount $780,000.00 825,000.00 875,000.00 930,000.00 990,000.00 1,050,000.00 1,115,000.00 1,180,000.00 A-2 . . EXHIBIT B September 28, 1992 The Honorable Mayor and City Commission City of Winter Springs Winter Springs, Florida Re: $16,015,000.00 City of Winter Springs, Florida Water and Sewer Refunding Revenue Bonds, Series 1992 Dear Mayor and City Commissioners: In connection with the proposed issuance by the City of Winter Springs, Florida, (the "City") of $ 16,015,000.00 principal amount of Water and Sewer Refunding Revenue Bonds, Series 1992, referred to above (the "Bonds"), Prudential Securities, Inc., Gardnyr Michael Capital, Inc., A.G. Edwards & Sons, Inc., William R. Hough & Co., Inc., Leedy Corporation and Harcourt Ryder Capital, Inc. (the "Underwriters") has agreed to underwrite a public offering of the Bonds. Arrangements for underwriting the Bonds will include a Purchase Contract between the City and the Underwriters which will embody the negotiations in respect thereof. The purpose of this letter is to furnish, pursuant to the provisions of Section 218.385(4), Florida Statutes, as amended, certain information in respect of the arrangements contemplated for the underwriting of the Bonds as follows: (a) The nature and estimated amounts of expenses to be incurred by the Underwriters and paid by the Underwriters in connection with the purchase and reoffering of the Bonds, are set forth in Schedule B-1 attached hereto. The nature and estimated amounts of expenses to be incurred by the City in connection with the issuance and sale of the Bonds are set forth in Schedule B-II attached hereto. (b) No person has entered into an understanding with the Underwriters, or to the knowledge of the Underwriters, with the City for any paid or promised compensation or valuable consideration, directly or indirectly, expressly or implied, to act solely as an intermediary between the City and the Underwriters or to exercise or attempt to exercise any influence to effect any transaction in the purchase of the Bonds. B-1 . . Mayor and City Commissioners September 28, 1992 Page Two (c) The amount of underwriting spread expected to be realized which includes the management fee indicated: Per $1.000 Bond Sales Credit Underwriting Risk Management Fee Underwriter's Expenses $ 5.18 -0- .25 ~ Underwriting Spread $ 6.25 (d) Original Issue Discount $ 181.684.45 (e) No other fee, bonus or other compensation is estimated to be paid by the Underwriters in connection with the issue of the Bonds, to any person not regularly employed or retained by the Underwriters, (including any, "finder" as defined in Section 218.386(1)(a), Florida Statutes, as amended), except as specifically enumerated as expenses to be incurred and paid by the Underwriters, as set forth in Schedule B-1 attached hereto. Expenses to be incurred by the City are set forth in Schedule B-II attached hereto. We understand that you do not require any further disclosure from the Underwriters, pursuant to Section 218.385(4), Florida Statutes, as amended. Very truly yours, PRUDENTIAL SECURITIES , INC. 5355 Town Center Road Suite 1100 Boca Raton, Florida 33486 B~r).~~uG=?g~ Director B-2 . . . . SCHEDULE B-1 $16,015,000.00 CITY OF WINTER SPRINGS, FLORIDA WATER AND SEWER REFUNDING REVENUE BONDS SERIES 1992 Clearance Day Loan Federal Funds MSRB, PSA, CUSIP, and DTC Fees Dalcomp/Munifacts Communications and Reproduction Computer, Travel and Miscellaneous Total Underwriters Expenses Estimated Underwriter's Exoenses Per $1.000 $ .25 .03 .11 .09 .05 .04 .25 ~